NEITHER
THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT,
AND APPLICABLE STATE SECURITIES LAWS; OR (II) AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT.


 


CONVERTIBLE
TERM PROMISSORY NOTE


 


	Issuance
    Date: December 22, 2016 	$1,440,000
    (USD)


 


For
Value Received, Cachet Financial Solutions, Inc.,
a corporation incorporated under the laws of the State of Delaware and located at 18671 Lake Drive East, Chanhassen, MN 55317
(the “Company”), hereby promises to pay to the order of FLMM Ltd or its successors or assigns (as applicable,
the “Holder”), the principal amount of $1,440,000 (USD), on or prior to March 22, 2017 (the “Maturity
Date”), in accordance with the terms hereof. This Convertible Term Promissory Note is hereinafter referred to as the
“Note.”


 


1.
Interest and Payments


 


1.1
Interest. The principal amount of this Note shall bear interest at eight percent (8%) per annum.


 


1.2
Term and Payment. The principal amount and interest on of this Note shall be due and payable at the close of business on
the Maturity Date.


 


1.3
Prepayment. The Company may not prepay this Note without the consent of Holder.


 


1.4
Security. The Company shall grant Holder a security interest in the assets and properties of Cachet Financial Solutions
Inc., a Minnesota corporation, as soon as practicable following the repayment in full of the indebtedness owed by the Company
to Trooien Capital, LLC and the release, discharge and termination in full of the security interest granted in favor of Trooien
Capital, LLC in connection therewith. The security shall also secure certain obligations under securities issued pursuant to a
Securities Purchase Agreement dated October 21, 2016 but Holders rights shall be senior to such other parties.


 


2.
Conversion Right


 


Holder
will have the right, at its sole option and discretion, to convert principal and interest under this Note as specified in paragraph
2.1 below.


 


2.1
Conversion Before an Event of Default. Following the execution by the Company of an engagement letter with an underwriter
to conduct an offering intended to result in the Company’s common stock being listed on any exchange operated by the Nasdaq
Stock Market LLC (an “Uplist Transaction”), Holder shall have the right at its election to convert the principal
amount of this Note, together with accrued but unpaid interest thereon, into shares of common stock of the Company (the “Conversion
Shares”), at a conversion rate equal to (i) $7.00 per share or (ii) if an Uplist Transaction has been completed, the
lower of (A) $7.00 per share and (ii) 80% of the Company’s per share price in the Uplist Transaction (which for the avoidance
of doubt, shall not be adjusted for stock splits, reverse stock splits and recapitalizations) (the “Conversion Price”).


 




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2.2
Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rights, the conversion of principal under
this Note shall be effected in the following manner:


 


(a)
The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which
the conversion notice was received at the address set forth above, deliver to the Holder one or more certificates representing
the Conversion Securities in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional
shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities
laws. Upon any such conversion, the number of Conversion Securities issuable shall be rounded to the nearest whole number (with
even halves rounded up).


 


(b)
The issuance of certificates for Conversion Securities upon a conversion shall be made without charge to the Holder in respect
thereof or other cost incurred by the Company.


 


(c)
All Conversion Securities issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully
paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary
to ensure that all such Conversion Securities may be so issued without violation of any applicable law or governmental regulation
or any requirements of any domestic securities exchange upon which such securities are quoted.


 


(d)
If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion
price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon
conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by
combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller
number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. Any
adjustment under this Section shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 


(e)
If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to
sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or
more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to
which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the
other persons making or party to, such stock or share purchase agreement or other business combination) (each a
“Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the
right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction.


 


3.
Transfer, Exchange and Replacement


 


3.1
Transfer or Exchange. This Note has not been and is not being registered under the provisions of the Securities Act or
any state securities laws and this Note may not be transferred prior to the end of the holding period applicable to sales under
Rule 144 unless in accordance with applicable law and unless: (1) the transferee is an “accredited investor” (as defined
in Regulation D under the Securities Act) and (2) the Holder shall have delivered (at Holder’s expense) to the Company an
opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold
or transferred without registration under the Securities Act. Upon surrender of any Note for registration of transfer or for exchange
to the Company at its principal office, the Company at its sole expense will execute and deliver in exchange therefor a new Note
or Notes, as the case may be, as requested by the Holder or transferee, which aggregate principal amount is equal the unpaid principal
amount of such Note, registered as such Holder or transferee may request; provided, however, that this Note may not be transferred
by Holder to any Person other than Holder’s affiliates without the prior written consent of the Company. The Company shall
be entitled to regard the registered Holder of this Note as the Holder of the Note so registered for all purposes until the Company
or its agent, as applicable, is required to record a transfer of this Note on its register.


 




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3.2
Replacement. Upon notice to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of
loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to
the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver
a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be
obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount and
interest into Common Stock.


 


4.
Defaults and Remedies


 


The
occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of
Default” hereunder which shall be deemed to be continuing until waived in writing by Holder or until cured by the Company:


 


(a)
the Company shall fail to pay principal and/or interest on the Maturity Date;


 


(b)
a case or proceeding shall have been commenced involuntarily against the Company in a court having competent jurisdiction seeking
a decree or order under the United States Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other
similar law, and seeking either (A) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) for such person or of any substantial part of its properties, or (B) the reorganization or winding up or liquidation
of the affairs of any such person, and such case or proceeding shall remain undismissed or unstayed for 60 consecutive days or
such court shall enter a decree or order granting the relief sought in such case or proceeding; or


 


(c)
the Company shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order
for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for it or any substantial part of its properties, or (B) make a general assignment for the benefit of creditors.


 


If
any Event of Default shall have occurred and be continuing, then Holder may, upon written notice to the Company, take any one
or more of the following actions: (i) declare all or any portion of the principal amount of this Note to be forthwith due and
payable, whereupon such principal shall become and be due and payable; or (ii) exercise any rights and remedies provided by law.


 


5.
Amendment and Waiver


 


The
provisions of this Note may not be modified, amended or waived, and the Company may not take any action herein prohibited, or
omit to perform any act herein required to be performed by it, without the written consent of the Holder.


 


6.
Cancellation


 


After
all principal owed on this Note has been paid in full or converted pursuant to Section 2, this Note shall automatically be deemed
canceled, and upon the Company’s request the Holder shall surrender this Note to the Company.


 




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7.
Company’s Waiver of Notice


 


To
the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.


 


8.
Governing Law


 


This
Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the laws of the State of Minnesota, without giving effect to provisions thereof
regarding conflict of laws.


 


9.
Waiver of Rights


 


No
failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.


 


[Signature
on next page]


 




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In
Witness Whereof, the Company has caused this
Note to be executed as of the date first indicated above.


 


	 	CACHET
    FINANCIAL SOLUTIONS INC.  
	 	 	 
	 	By:
    	/s/
    Bryan Meier
	 	Name:	Bryan
    Meier
	 	Title:	CFO


 


[Signature
Page to Convertible Promissory Note]


 




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NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS WARRANT, HOLDER REPRESENTS THAT HOLDER
WILL NOT SELL OR OTHERWISE DISPOSE OF THIS WARRANT OR THE SECURITIES FOR WHICH IT MAY BE EXERCISED WITHOUT REGISTRATION OR COMPLIANCE
WITH AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Number
of Shares of Common Stock: 64,865


Date
of Issuance: December 21, 2016 (“Issuance Date”)


 


This
Certifies That, for value received, FLMM Ltd.
(including any permitted and registered assigns, the “Holder”), is entitled to purchase from Cachet Financial
Solutions, Inc., a Delaware corporation (the “Company”), up to 64,865 shares of Common Stock (the “Warrant
Shares”) at the Exercise Price then in effect. This Warrant to Purchase Common Stock (this “Warrant”)
is issued by the Company pursuant to that certain Securities Purchase Agreement executed on the Issuance Date by and among the
Company, Holder and other parties thereto, if any (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean the
lower of (i) $5.55 per share and (ii) 80% of the Company’s per share price in the next underwritten public offering (which
for the avoidance of doubt, shall not be adjusted for stock splits, reverse stock splits and recapitalizations occurring before
the next public offering), subject to adjustment as provided herein, and the term “Exercise Period” shall mean
the period commencing on the Issuance Date and ending on 5:00 p.m. New York time on the five-year anniversary thereof.


 


1. EXERCISE
OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The
Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery
of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or
before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company
shall have received the Exercise Notice, and upon receipt by the Company of (i) payment to the Company of an amount equal to
the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds or (ii) notification from the Holder that
this Warrant is being exercised pursuant to a Cashless Exercise, as defined below, the Company shall (or direct its transfer
agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of
Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant
Shares. If this Warrant is submitted in connection with any exercise pursuant to Section 1(c) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any
exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised.


 




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(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any
adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation,
the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional
share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the
then-current fair market value of a Warrant Share by such fraction.


 


(c) Cashless
Exercise. The Holder may, in its sole discretion, at any time prior to the effective date of a registration statement
filed by the Company or any Subsidiary under the Securities Act covering the Warrant Shares, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 





	Net Number =	(A x B) - (A x C)
		            B









 


	For purposes of the foregoing formula:
	 	 
	A
    =	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	 
	B
    = 	the
    Weighted Average Price of the shares of Common Stock for the five consecutive Trading Days ending on the date immediately
    preceding the date of the Exercise Notice.
	 	 
	C
    = 	the
    Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 




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(d) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right
to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess
of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is
not representing to the Holder that such calculation is in compliance with Section 13(d) of the Securites Exchange Act of
1934, as amended, and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such
determination.


 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the
Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply
to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 




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2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the
number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section shall become
effective at the close of business on the date the subdivision or combination becomes effective.


 


(b) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance
of this Warrant, then, in each such case:


 


(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of
which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date
minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one
share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the
Trading Day immediately preceding such record date; and


 


(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock
obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately
preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company
(other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation
system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other
Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those
of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that
would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to
such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this
Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the
number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 




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3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with
or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and
approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their
shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such
offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to
which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a
result of a subdivision or combination of shares of Common Stock covered by Section 2(a) above) (in any such case, a
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional
consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein
solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary
to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new
warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into
Alternate Consideration.


 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and
will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this
Warrant is outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on
exercise).


 




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5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall
not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of
this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.


 


6. REISSUANCE.


 


(a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as
to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed.


 


(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new
Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date.


 


7. TRANSFER.


 


(a) Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the
proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this
Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms
of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this
Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in
the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5
of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser
shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such
representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the
Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the
Holder will limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this
Warrant under Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the
Purchase Agreement (registration rights, expenses, and indemnity).


 




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8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of
Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made
known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder. In addition, the restrictions
set forth in Section 1(d) can be waived, as to a particular original purchaser of Common Stock and its affiliates, pursuant
to a writing signed and delivered by the Company and such original Purchaser prior to the execution and delivery of this
Warrant.


 


10. GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in
accordance with, the internal laws of the State of Minnesota, without giving effect to the conflicts-of-law principles
thereof.


 


11. DISPUTE
RESOLUTION. A dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic
calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or
arithmetic calculations via facsimile (a) within two Business Days after receipt of the applicable notice giving rise to such
dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after
the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three Business Days
of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be,
then the Company shall, within two Business Days thereafter submit via facsimile (x) the disputed determination of the
Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the Holder of the results no later than ten Business Days from the
time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.


 




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12. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


13. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Bloomberg” means Bloomberg Financial Markets.


 


(b)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such
security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended
hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m.,
New York time, as reported by Bloomberg, or (ii) if the foregoing does not apply, the last trade price of such security in
the over-the-counter market for such security as reported by Bloomberg, or (iii) if no last trade price is reported for such
security by Bloomberg, the average of the bid and ask prices of any market makers for such security as reported by the OTC
Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and
the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 


(c)
“Common Stock” means the Company common stock, par value $0.0001 per share, and any other class of
securities into which such securities may hereafter be reclassified or changed.


 


(d)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to
acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Common Stock.


 


 


(e)
“Principal Market” means the primary national securities exchange on which the Common Stock is then
traded.


 


(f)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal
Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on
which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any
Business Day.


 


*
* * * * *


 




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In
Witness Whereof, the Company has caused this
Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set forth above.


 


	 	CACHET
    FINANCIAL SOLUTIONS, INC.
	 	 
	 	/s/
    Bryan Meier
	 	Bryan
    Meier
	 	Executive
    Vice President & Chief Financial Officer


 




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EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Warrant to Purchase Common Stock)


 


The
Undersigned holder hereby exercises the right
to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Cachet Financial Solutions, Inc.,
a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant to Purchase Common Stock (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in
the Warrant.


 


	1.	Form
                                         of Exercise Price. The Holder intends that payment of the Exercise Price shall be
                                         made as (check one):



 


[  ]
a cash exercise with respect to _________________ Warrant Shares; and/or


 


[  ]
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


	2.	Payment
                                         of Exercise Price. In the event that the holder has elected a cash exercise with
                                         respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder
                                         shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
                                         in accordance with the terms of the Warrant.



 


	3.	Delivery
                                         of Warrant Shares. The Company shall deliver to the holder __________________ Warrant
                                         Shares in accordance with the terms of the Warrant.



 


Date:
__________________________


 


	 	 
	 	(Print Name of Registered Holder) 
	 	 	 
	 	By:
	
	 	Name:
	
	 	Title:
	


 




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EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Cachet Financial
Solutions, Inc., to which the within Warrant to Purchase Common Stock relates and appoints ____________________, as attorney-in-fact,
to transfer said right on the books of Cachet Financial Solutions, Inc. with full power of substitution and re-substitution in
the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of
the within Warrant.


 


Dated:
__________________


 


	 	 
	 	(Signature)
    *
	 	 
	 	 
	 	(Name)
    
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social
    Security or Tax Identification No.) 


 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common
Stock in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.


 




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